Madoka Magica: the Unlikely Ally (On Hiatus Until Rebooted)
by InGodzHandz
Summary: In an AU that started out as a one-shot, Homura finds a Kyubey who wants to help her and the other magical girls. This fanfic was originally a one-shot, but it's an idea that had been bouncing around in my head for a while. Now that I've found inspiration, I'm going to keep it going. Edit: Jalaras has rebooted Unlikely Allie for me. /s/13161842/1/
1. Chapter 1

"Is all that really true?" Homura asked the Kyubey standing in front of her next to the fountain in the middle of the city park in disbelief. He had unexpectedly approached her to tell her everything. "Is that really why you're making us magical girls? To use us as fuel?"

"That's the sad truth of it," Kyubey said. "I know it's hard to hear, but you deserve to know the truth, especially after what I and my colleagues have done."

Homura now understood completely. This creature had laid all his cards on the table, but now there was something else that didn't make sense.

"Why are you telling me all this?" Homura asked suspiciously. "If lying by omission is part of your work, then why are you telling me all this now?"

"The answer is simple really," the Kyubey said looking down in what looked like shame. "I'm tired of condoning this madness."

"What? I thought your race didn't feel emotions."

"The others don't. I used to not either, but your race has changed me."

"What do you mean?"

Kyubey looked up to her with sad eyes. Homura was taken aback. She had never seen their race express anything with their eyes except for their apathy and condescension.

"It's truly ironic," Kyubey said in a sad tone that was coming through his voice. "We're supposed to be a powerful, superior race when we're the ones who are inferior and weak. I have observed it in humanity since I've arrived. I tried to deny it, but I accept it now. Humans are superior. You have the ability to think for yourselves, to make your own decisions, to be individuals, and yet live with and love the people around you. The emotions we take advantage of make you more alive than we've ever been. You're not perfect, but it's still better than what we are."

"And what are you?" Homura asked as she got on her knees so she could be closer to his eye-level.

"We are just like your bees. We live in a colony, think the same thoughts, and never question what we're told or what we believe. No individual value, just a group of workers who serve a common purpose. We do everything 'logically' and if anyone even begins to think about doing anything differently then they're done away with. Then, we treat everyone like cattle because we think they're inferior and we're doing it for the good of the galaxy. They say we've always been this way and that is always the way we should be, so no one questions it or even bothers to think of doing things any other way. Humans may have sinned and fallen short of the glory of God, Homura Akemi, but it's obvious why your species is his favorite and we're not."

Homura was shocked and almost felt moved enough to touch his head and comfort him.

"Homura Akemi," Kyubey said as his head popped back up. "I know what you're trying to do. You're trying to save Madoka, as I have sought to save any other girls that are targeted. I also know that you are not from this time…"

"How did you find that out?" Homura responded in shock.

"Logical deduction, really. I've also been listening to my colleagues. There are some advantages to being connected to a hive mind. I know that you are doing everything in your power to save Madoka since you were not able to save her some other time. I want to do everything in my power to help you do that."

"Why should I trust you?" Homura asked standing up and transforming into her magical girl outfit.

"Because if one of us were to corroborate your story, then logically she would believe you and a life could be saved," Kyubey said with more determination burning behind his eyes. "I would do anything to give back the souls I've taken, but since I can't, saving others from their fates is the next best thing. I want to be a rebel against the system that causes despair, like you."

"I don't believe you. I can't. The last time I trusted one of you, I was put into this life of misery. Your race is filled with nothing but monsters and I can't believe that you're any different. This could all be a trick."

The Kyubey looked down again and said, "If that is how you feel, then that's okay. I understand, but I will still watch out for you however I can until the others finally catch onto me. I have a feeling that it won't be much longer. The hive mind is slow to sense deviations but it does find them eventually. I may be carted off to an asylum on my planet, but I'll be able to take it. Just promise me one thing, Homura Akemi."

The Kyubey looked up with tears streaming down his face and said, "Promise me you'll succeed."

Homura gave him a blank stare.

"I like existing," the Kyubey continued while the tears kept falling. "I like being able to think my own thoughts and feel my own emotions. I like being free. If you went back in time, then I wouldn't be who I am now. Please, if it's all possible, don't go back in time again."

"Kyubey…" Homura replied.

"No, call me Key," the Kyubey said. "I don't want you to associate me with them…They're coming for me now. You need to leave."

Homura ran out of Key's sight, but unbeknownst to him, she was watching close by from a tree while three other Kyubeys surrounded Key.

Key wiped his eyes with his paws and said, "Hello."

"You are mentally ill," one of the Kyubeys said. "Our mind has not been able to connect to yours and you are showing the traits of having emotions of your own…"

"So, you want to cart me away?" Key asked. "Do you, mindless?"

"Your illness has to be treated," another Kyubey said. "If your recovery is swift enough, you can go back to work."

"As one of you?" Key asked as he pulled out his claws and cut himself on the ears leaving scratch marks behind. "There's no way in hell that I'll ever go back to that. I will never again be a monster. You'll probably have to just kill me. I refuse to be an Incubator."

"Your behavior is growing more and more illogical," the third Kyubey said. "Prepare for immediate transport back to our home planet for mental health treatment…"

The world froze as time stopped. Homura jumped out of the tree and picked up Key unfreezing him right away.

"What?" Key asked looking around while Homura ran away. "You froze time."

"I never thought I'd see the day when I could actually trust one of you," she said. "You're right. Your testimony could save Madoka. I will guard you from them if you help me save her. That's the deal."

"Of course, Homura Akemi," Key replied happily.

"Call me Homura," Homura said.


	2. Chapter 2

When Homura reached Madoka and the others, it was already too late. Madoka had made her wish and transformed into a magical girl. Nonetheless, Key did not give up hope and somehow persuaded Homura to not immediately go back in time again. He and Homura gathered all the other members of the Holy Quintet at the church where Kyoko spent most of her time. There, Key gave his testimony.

Once he was done, there was a heavy silence in the group.

"So, Homura, you were right all along," Sayaka said sadly finally breaking the silence. "I'm sorry we didn't listen."

Homura felt relief in hearing her say those words, but she was more worried about Madoka who continued to stand in sullen silence.

"Dammit," Kyoko said through gritted teeth. "I can't believe this…"

"I know how horrible it is, and I wish I could go back in time to undo all the suffering," Key said. "I can't do that, of course, but I think I have an idea about…"

"No!" Homura screamed at the top of her lungs as Mami transformed and pulled out one of her guns. "Mami, don't!"

Key quickly ran and jumped on top of Mami's gun before she could fire it. Her eyes were filled to the brim with tears.

"Mami Tomoe, what are you doing?"

"If our fate is to become witches, we must prevent that from happening," Mami said. "Get off my gun, Incubator."

Mami's ribbons came out from the floor and wrapped around Key.

"Not again," Homura said to herself transforming while the other girls followed suit.

"Again?" Key asked while he was pulled to the ground. "Umph."

Kyoko ran up to her and used her spear to knock her gun out of her hands.

"What the hell are you thinking, Mami?" Kyoko said.

"I have to stop us from destroying other people," Mami said with tears streaming down her face, the same way they were last time. "If our fate is to become witches, then killing ourselves is the only way."

"No, it isn't, Mami!" Sayaka shouted pulling out a sword. "Key says there's another way! You need to calm down!"

"Please, Mami!" Madoka yelled pulling out her bow and arrow.

Meanwhile, Homura had her hand on her time piece. Key looked at her, and she looked at the flower in Mami's hair. Key looked back at Mami and saw the same thing.

"Oh, no," Key said to himself.

Mami's soul gem was turning black with despair.

"Mami," Kyoko said finally noticing the same thing they were. "Your soul gem…"

Sayaka and Madoka froze in stunned silence as they looked at the flower, too.

"No," Sayaka said beginning to tear up herself.

"Mami," Madoka cried.

"There's nothing Key can do for us now," Mami said sadly lowering her weaponing and allowing Kyoko to lower hers. "We're already magical girls. All that's left for us is to turn into witches. It's quite ironic. Isn't it? My life was saved, and I thought I was using it well. I thought I was saving people when really, I was only causing more misery. My life was wonderful, and it got even better when I had friends to share it with. But now, I know it was all a lie, and my life was saved for nothing…"

Mami's soul gem began to crack. It was then that Key acted. He stretched out his ears from his spot on the floor until they reached Mami's soul gem.

Everyone froze, even Homura was stunned, as Key literally absorbed the despair straight out of Mami's soul gem. His eyes were shut tight while the despair flowed in black waves into him. The waves flowed for about a minute until Mami's soul gem was once again completely clean. Once he was done, Key's ears went back to their normal shape.

Mami's outfit changed back then she dropped onto her knees and fainted.

"Mami?" Sayaka and Madoka both yelled at once as they tried to revive her.

The ribbons dissolved, and Key ran over to Mami, who was finally coming to.

"Mami," Madoka said embracing her in a warm hug.

"Mami, are you alright? What happened?" Sayaka asked.

"I don't know," Mami said sounding flustered for once in her life. "I felt like something inside me was about to explode, but I was also sad…Then, the feelings were drained away very quickly."

"What in the hell?" Kyoko asked to herself.

Homura walked over to Key who was breathing hard and regaining his composure.

"Key, what happened? What did you do?" Homura asked as the others turned around to listen.

"It's as Mami Tomoe said," Key replied. "I absorbed her despair. I stopped her from turning into a witch."

"What? How is that possible?"

"Incubators have that ability. We have many abilities. I do not yet even know what all we're capable of. Curiosity is discouraged since it's 'illogical' so most of us only discover things we can do when we use our powers to grant a wish. At least, that's how I discovered this one…"

There was a heavy silence in the room as Key turned around and walked until he was basking in the light of one of the stained-glass windows.

Key looked at the window and continued, "A girl wanted to save her best friend. I had signed a contract with her, and she was turning into a witch. Over course, like most Incubators, I only informed them of this when the transformation was about to take place, because I sensed that her friend was willing to sign a contract to save her. She would have done anything to save her friend, much like you have done everything to save Madoka Kaname, Homura…"

Madoka looked at Homura while the latter tried to avoid her gaze, and Key kept going.

"Anyways, the girl said she wanted to sign a contract only after she saw her friend go back to normal, so I did what she asked. I sucked the despair out of her friend, and while I was doing it, I felt it."

Key's voice broke, "All of it. I felt the despair that she was feeling. I felt all the sadness and the reasons behind it. I understood her pain and her emotions. I felt these emotions for the first time in my existence. I felt them so powerfully that when I was done I took the extra step. I put the soul gem back in the girl's body and left without making the other girl sign a contract."

"Key…" Homura said.

"I truly believe it was divine intervention," Key said looking more intently at the stained glass. "I was meant to feel those emotions the first time. I was meant to find the understanding that my race chooses to dismiss. I was meant to use that knowledge to do something and that is what I was going to say earlier."

Key turned around and said resolutely, "I am going to save all the magical girls of the past, the present, and the future. I know how to do it, too."

"How?" Sayaka asked. "There are so many girls like us. What can you possibly do for all of them?"

"I can suck out their despair and use it on the mindless ones who call us inferior," Key replied. "In the process, I will free all the souls so that the ones departed will finally go to see their Maker."

"How do you intend to do that?" Kyoko said. "The witches have been destroyed."

"A soul is a form of energy. Energy cannot be created or destroyed. The souls are still there. They are only being used as energy by the other Incubators back on our home planet. If we defeat the Incubators, we can free the souls."

"I can't believe it. Is this possible, Key? Can we do it?"

"Yes, but I need your help, all of your help. I'm a fugitive now. The other Incubators consider me a danger to their mission. They will try to catch me, and if they decide I'm a big enough nuisance, they'll kill me. I can hold my own against a witch or against another Kyubey, but I'll be overwhelmed if I must fight too many. Frankly, I need your protection. When we're done, I'll put your souls back into your bodies and you'll never have to worry about any of us ever again. What do you say?"

Homura moved first. She walked over, lifted Key up, and held him tightly in her arms. Madoka, Sayaka, Mami, and then finally, Kyoko walked over, too.

"Homura?" Madoka asked.

Homura was crying.

"You've given me hope, Key," Homura said. "Thank you."


	3. Chapter 3

For the next several weeks, the Holy Quintet fought witches while Key absorbed their despair and reverted them back to their original forms. Everything was going well. They were helping many girls and never had to worry about using too much of their magic since Key could purify them on request.

However, Madoka noticed that there was something wrong with Key, and gradually, everyone else noticed it, too. The more despair that Key absorbed the more time it took him to recover and the wearier and more burdened his heart seemed to be.

Back in the church, the Holy Quintet discussed it and decided they had to confront him about it. If they didn't, something worse could happen to Key than what happened to the witches.

Madoka, in her growing boldness, agreed to be the one to confront him first. She walked up to him resolutely in her normal clothes while Key rested under the light of the stained-glass window.

"Key," Madoka said. "There is something we need to talk about."

"What is it, Madoka?" Key asked wearily rolling over to look at her.

"You're hurting. We've all noticed it. Whenever you absorb despair, you get more tired and more depressed. It's destroying you."

"Don't worry, Madoka. I'm fine. I really am. I can handle the despair."

"I know you're lying. Please let us help you…"

"We need you in fighting shape, fuzzball," Kyoko said while the other girls of the Holy Quintet finally walked over to lend their support. "You can't fight like this."

"Would healing you help?" Mami said getting on her knees next to him. "I can…"

"That's not going to help," Key said sadly.

"Why not?" Mami asked.

"You can't heal wounds that aren't physical."

"Then, what's going on?"

Key sighed, sat up, and said, "The despair I've absorbed hurts me like it was hurting the witches you battled."

"Why?" Sayaka asked.

"When I absorb despair, it doesn't disappear," Key said. "It lingers inside me, and I feel everything that went into creating it just like I did the first time. All the sadness, all the anger, everything. It touches my soul and makes me empathize more and more, but all these emotions, they are still so new to me. I'm not used to dealing with them, so I don't know how to handle them."

The girls were surprised to see tears falling from Key's eyes.

"They drain me, they disturb me, they occupy my every thought," Key said. "The more despair I absorb, the worse it gets."

Homura suddenly had a revelation and asked, "Key, is there any way that this despair could turn you into a witch?"

There was an audible gasp in the small crowd.

"I don't know," Key said quizzically after a short pause. "I never thought of that. The despair from just one of these witches would be enough to transform a magical girl into a witch. I'm not a human, so it doesn't have the same effect on me. But I have also only recently started developing emotions of my own, so I suppose it might be possible. Oh, no. If Homura's right, it's possible that there could be a delayed reaction, and if I absorb enough despair, I could become a witch, too."

"Then, we have to do something," Mami said. "We need to find another way for you to carry this despair before that can happen."

"What can you do?" Key asked. "I'm the only one who can carry this much despair. If any of you tried to carry it, you would immediately become a witch. I won't do that to you. I can't now that I know how painful it is."

"Wait," Sayaka said. "I have an idea. Other Incubators carried despair in grief seeds, right? Why don't you just put all the despair into grief seeds?"

"Wow, I never would have pegged you for a genius," Kyoko said.

"That's a really good idea," Madoka said.

"Yes, it is," Key said. "And now that I think about it, it makes sense. Incubators carry multiple grief seeds filled with despair, but none of them are affected because the despair never touches their souls. This could work, but…"

"But what?" Homura asked. "You said it yourself. You're the only one who can contain all the despair. We need you to fight with us or all is lost."

"What if putting the despair in grief seeds makes me lose touch with my emotions?" Key asked fearfully. "I could go back to being just like one of those mindless drones. I don't want that to happen. It can't! I don't want to go back to being just like one of them!"

"That won't happen," Madoka said.

"How do you know?" Key asked.

"You have your memories. You won't forget how you felt just because you don't feel the emotions as strongly. That's how it is with humans."

"Okay, but just in case, I'll hold Mami's despair inside me. That way, I know I won't forget."

Key closed his eyes and said, "You all need to get out of the way. I don't want the despair to hurt you."

The girls immediately ran behind Key. Once they had, Key opened his eyes and lifted his ears. The despair rushed out of his ears in giant black waves, one after the other after the other. Each wave then turned into a multi-colored, noisy cloud filled with familiars from each of their respective witches. They didn't touch each other, but each floated around to make room for another cloud. Together, the clouds of despair filled up the entire sanctuary.

The girls all watched in awe and in fear.

"Is the despair alive?" Sayaka asked.

"It sure looks like it is," Kyoko said.

"In a sense," Key said. "It is formed from the emotions of magical girls, and when a magical girl becomes a witch, the despair takes over."

"So, it's like a person's dark side?" Sayaka asked.

"That's not a perfect analogy," Key said. "But that's a good description."

"And you can manipulate this despair?" Homura asked.

"Yes. Now, I don't mean to be rude, but could I have silence? I need to focus."

Key closed his eyes and focused his energy again. A giant wave of light flowed out of his mind and consumed all the clusters of despair. When it had flowed through, each of the clusters turned into grief seeds and fell to the ground. Key walked over to them. The girls followed behind him and helped him pick up the grief seeds.

"How are you feeling now, Key?" Madoka asked while tossing him a grief seed.

"I feel much better," Key said. "Thank you. I don't know why I didn't think of that earlier."

"No one can think of everything, Key," Sayaka said. "We all need help sometimes. Just don't be afraid to ask, alright? For this to work, we have to work together."

"Okay," Key said feeling the warmth of their support fill up his heart.


	4. Chapter 4

Faithfulness

Key led the Holy Quintet into another witch's labyrinth. Immediately, the group was bombarded with spiky snowflakes in a winter wonderland. The background all around them was full of snow and icicles. The battle with the familiars went about normally before they reached the witch. The witch herself appeared to be at medium strength, not much stronger or weaker than they were used to.

However, that is where Key sensed a problem. He could not explain it, but something felt off. Key froze in place and listened.

"What is he doing?" Kyoko asked.

"Key," Homura said walking over. "What is wrong?"

Key opened his eyes and started trembling.

"We have to leave now," Key said quickly turning around. "They're onto us."

He was sweating profusely.

"Key, what's wrong?" Madoka said.

"Who's onto us?" Sayaka asked.

Key jumped on Homura's shoulder and said, "This labyrinth is fake. I can hear them. Homura, you need to freeze everything! We have to leave before…"

Suddenly, Key was telekinetically lifted from his spot on Homura's shoulder and into a purple water droplet. The Holy Quintet was frozen for a second in confusion.

"Key!" Madoka yelled while pulling out her bow and arrow and shooting at the droplet.

All the other girls unleashed their weapons, too. Sayaka attacked the droplet with her sword. Kyoko stabbed it with her spear. Homura and Mami shot it with their guns. But every time they made a hole, it was quickly sealed again. Key only stared back with desperate eyes.

"I ask you to cease your attacks please," a familiar voice said. "You're interfering with official business."

The girls stopped attacking and saw a Kyubey sitting on the ground under the purple prison. There were a few others gathered behind him.

"What is going on?!" Homura yelled aiming her gun at them. "Let him go."

The rest of the Holy Quintet followed suit.

"As I said before," the Kyubey in front said. "This is official business. This Kyubey is mentally unfit for his duties and needs to be taken home for mental evaluation and treatment. We apologize for the trouble he has caused you and for luring you into this false labyrinth. He has been avoiding us for weeks, and this was the only way we could get him out of hiding."

"Let him go now!" Sayaka yelled.

"Yeah, fleabags!" Kyoko yelled. "We know what your game is and we ain't buying it!"

"We know everything, Incubator," Mami said aiming her gun straight for the creature. "Key told us. We demand you release Key or we will fight you."

"I must insist you stand down," Kyubey said. "Interfering in our matters is irrational. You don't have the authority."

"That doesn't matter to us," Homura said angrily. "We are going to keep fighting you until you give him back."

"I suppose it can't be helped. How about we reach a compromise?" Kyubey said.

"DON'T LISTEN TO A DAMN WORD THAT COMES OUT OF THEIR MOUTHS!" Key screamed at the top of his lungs. "THEY'RE LIARS! I KNOW. JUST KICK THEIR ASSES ALREADY!"

"Don't you see why you need to return to our home planet?" Kyubey asked him. "You're only growing worse. You have emotions of your own which are growing more unstable. You're a danger to yourself and everyone else. You need to be reconnected…"

"So I can be like you instead of the humans you think are inferior? Like hell."

"You need to be helped."

"You're the ones who need to be helped!"

"This discussion is going nowhere," Kyubey said turning back to the girls. "Now, about the compromise. You know well what the fate of every magical girl is, correct?"

"Don't remind us," Kyoko spat back.

"What if I told you there was a way you could be changed back into normal girls?" Kyubey asked. "Our colleague here has done it himself. It only makes sense that we could do it as well."

All the other girls including Homura froze at those words.

"If you allow us to leave without fighting us, you will be changed back to normal," Kyubey said. "You will no longer be magical girls and will be left to live out the rest of your lives in peace. Logically, it is the best outcome for you. After all…"

At that moment, Sayaka ran past the other girls and stabbed Kyubey with her sword. The creature fainted and began bleeding out into the labyrinth. Key sat in stunned silence.

"Sayaka?" Madoka said in shock.

"Why did you do that?" one of the other Kyubeys asked. "That was illogical…"

"Why do you think?" Sayaka asked in anger. "Do you really think we would be content going back to our old lives knowing that there are millions of magical girls who are suffering because of you? You have ruined so many lives. I refuse to go back to being anything near normal until we've made every last one of you pay. Now, leave or you will die."

Kyoko smirked happily. Everyone else smiled. The cage around Key dissolved into thin air allowing him to fall to the ground. The three Incubators disappeared. When they left, the witch's labyrinth disappeared with them.

The Holy Quintet changed back into their normal clothes and started walking away when Key said tearfully, "Thank you, Sayaka."

"Hey! No problem," Sayaka replied picking him up. "You're our friend now. Besides, I've been looking forward to beating them too long to give up now."


End file.
